Enbridge Offshore Pipelines (Utos) LLC

FIFTH REVISED VOLUME NO. 1

Effective Date: 08/01/2009, Docket: RP09-815-000, Status: Effective

First Revised Sheet No. 306 First Revised Sheet No. 306

Superseding: Original Sheet No. 306

ENBRIDGE OFFSHORE PIPELINES (UTOS) LLC

FORM OF OPERATIONAL BALANCING AGREEMENT

(Continued)

(4) Estimated operating quantities shall be used on a daily basis,

during the current Month, to determine the estimated Operational

Imbalance at the Delivery Point, with physical flow adjustments to

be made during the current Month as mutually agreed to by both

Parties to adequately control and minimize imbalance levels.

(5) In the event that a capacity constraint occurs on either Parties'

pipeline System which results in curtailment of Gas quantities

through the Delivery Point, the Party on whose System the

constraint has occurred shall determine the reallocation of

quantities to its Shippers. Such change in allocation shall be

confirmed in writing pursuant to the provisions of Paragraph (1)

above.

(6) All Gas quantities hereunder shall be reported in Dths.

Measurement of Gas for all purposes hereunder shall be in

accordance with the provisions set forth in UTOS' F.E.R.C. Gas

Tariff.

(7) This Agreement shall be effective _________________________ and

shall continue until canceled by either Party upon ten (10) Days

written notice. Any Operational Imbalance existing between UTOS

and the Interconnecting Pipeline after Agreement termination shall

be corrected within thirty (30) Days after the final Operational

Imbalance is agreed to in writing by the Parties, or within such

other period of time as may be mutually agreed to by the Parties.

The Parties' signatures below will evidence their agreement to

this Operational Agreement.

_____________________________________

ENBRIDGE OFFSHORE PIPELINES (UTOS) LLC

By ___________________________________

By _________________________________

Accepted and agreed to this ____ Day of _______________, ________